entire - Deutsche Bank Annual Report 2012

Deutsche Bank
Annual Review 2010
Report of the Supervisory Board
Confl icts of Interest and Their Handling
The Risk Committee dealt with the loan approvals required pursuant to Section 15
of the German Banking Act ( KWG ). Supervisory Board members who were also board
members of the respective borrowing company when the resolutions were taken,
or who might have faced a possible confl ict of interests for other reasons, did not participate
in the discussion and voting.
In September 2010, Professor Kagermann did not participate in the discussion of and
voting on the submission of a public takeover off er to the shareholders of Deutsche
Postbank AG owing to his membership on the Supervisory Board of Deutsche Post AG
and thus a possible confl ict of interests in this context.
Occasionally, there were latent confl icts of interest on the part of individual Supervisory
Board members. During the reporting period, Ms. Förster and Ms. Ruck were
also members of the Supervisory Board of Deutsche Bank Privat- und Geschäftskunden
AG as representatives of the employees. They did not participate in the discussions
of and voting on topics relating to their work, such as resolutions pursuant
to Section 32 of the German Co-determination Act (MitbestG). Additional special
measures to address these latent and only occasional confl icts of interest were
not required.
Litigation
As in the preceding years, the Supervisory Board was regularly informed of important
lawsuits and discussed further courses of action. These included the actions for
rescission and to obtain information fi led in connection with the General Meetings
in 2004, 2005, 2006, 2007, 2008, 2009 and 2010, as well as the lawsuits brought against
Deutsche Bank and Dr. Breuer by Dr. Kirch and KGL Pool GmbH. The General Meeting’s
election of shareholder representatives on May 29, 2008, was contested by several
shareholders. The case is currently before Germany’s Supreme Court, which will rule
on the admissibility of an appeal against the decision taken by the Higher Regional
Court Frankfurt am Main to dismiss the complaint.
Furthermore, reports concerning important lawsuits were presented to the Supervisory
Board on a regular basis and, in detail, to the Audit and Risk Committees.
Annual Financial Statements
KPMG Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, the auditor of the Annual
Financial Statements elected at last year’s General Meeting, has audited the accounting,
the Annual Financial Statements and the Management Report for 2010 as well as the
Consolidated Financial Statements with the related Notes and Management Report
for 2010. The audits led in each case to an unqualifi ed opinion. The Audit Committee
examined the documents for the Annual Financial Statements and Consolidated
Financial Statements, along with the auditor’s report, and discussed these extensively
with the auditor. The Chairman of the Audit Committee reported to us on this at today’s
meeting of the Supervisory Board. We agreed with the results of the audits after inspecting
the auditor’s reports and documents for the the Annual Financial Statements
and Consolidated Financial Statements, and after an extensive discussion, we agreed
to the recommendation of the Audit Committee and determined that, also based on
the results of our inspections, there were no objections to be raised.
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